Kimco Realty Corp. Files Definitive Proxy Statement

TL;DR

KIMCO proxy statement filed. Get ready to vote on directors.

AI Summary

Kimco Realty Corp. filed its definitive proxy statement (DEF 14A) on November 4, 2024. This filing is related to the company's annual meeting and the election of directors, among other corporate governance matters. The filing does not contain specific financial figures or transaction details but serves as the official document for shareholder voting.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the company's annual meeting, including director nominations and voting procedures, allowing them to exercise their rights as owners.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information for an upcoming shareholder meeting, not a filing that typically introduces new financial risks.

Key Players & Entities

• KIMCO REALTY CORP (company) — Registrant
• 0001140361-24-045056 (filing_id) — Accession Number
• November 4, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $1.00 — le Perpetual Preferred Stock, par value $1.00 per share (the " Class N Preferred Stoc
• $92,422,950 — he Company 49446R 687/ US49446R6870 $92,422,950 $50.00 $62.00 per Security (2) (1)
• $50.00 — 9446R 687/ US49446R6870 $92,422,950 $50.00 $62.00 per Security (2) (1) As used
• $62.00 — 7/ US49446R6870 $92,422,950 $50.00 $62.00 per Security (2) (1) As used herein,
• $50,000.00 — for a share of Class N Preferred Stock ($50,000.00 per share) and the fractional interest
• $62 — ed and accepted for purchase will equal $62.00, plus accrued and unpaid dividends,
• $60,340.00 — are of Class N Preferred Stock equal to $60,340.00 (which would mean a redemption price fo
• $60.34 — mption price for each Security equal to $60.34), plus accrued and unpaid dividends, if
• $0.01 — f the Company's common stock, par value $0.01 per share (the " Common Stock "), votin
• $60.79 — rted sale price on November 1, 2024 was $60.79. The Offer Price for the Securities co
• $0.25 — iting Broker Fee (as defined herein) of $0.25 for each Security that is validly tende

Filing Documents

• ny20034130x13_def14a.htm (DEF 14A) — 577KB
• 0001140361-24-045056.txt ( ) — 578KB

From the Filing

DEF 14A 1 ny20034130x13_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under 240.14a-12 KIMCO REALTY CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS KIMCO REALTY CORPORATION OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS OUTSTANDING DEPOSITARY SHARES REPRESENTING 1/1,000 OF A SHARE OF 7.25% CLASS N CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK AND CONSENT SOLICITATION THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2024, UNLESS KIMCO REALTY CORPORATION EXTENDS OR EARLIER TERMINATES THE OFFER (SUCH TIME AND DATE, AS IT MAY BE EXTENDED WITH RESPECT TO THE OFFER, THE " EXPIRATION DATE "). On August 28, 2023, Kimco Realty Corporation, a Maryland corporation (the " Company "), and RPT Realty, a Maryland real estate investment trust (" RPT "), entered into a definitive merger agreement (the " Merger Agreement ") pursuant to which the Company would acquire RPT through a series of mergers (collectively, the " RPT Merger "). On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public company. Under the terms of the Merger Agreement, each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT (the " RPT Preferred Shares ") was converted into the right to receive one depositary share issued by the Company (each, a " Security " and, collectively, the " Securities ") representing one one-thousandth of a share of the Company's 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the " Class N Preferred Stock "). In connection with the RPT Merger, the Company issued 1,848,539 Securities representing in the aggregate approximately 1,849 shares of Class N Preferred Stock. See Section 10. The Company hereby offers to purchase for cash, upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the " Offer to Purchase and Consent Solicitation ") and in the accompanying letter of transmittal and consent (as it may be amended or supplemented from time to time, the " Letter of Transmittal and Consent ," and, together with this Offer to Purchase and Consent Solicitation, the " Offer "), any and all of its outstanding Securities at the offer price set forth below. The following table sets forth some of the terms of the Offer: Securities CUSIP No. / ISIN Aggregate Liquidation Preference Outstanding Liquidation Preference Per Security (1) Offer Price Depositary Shares representing 1/1,000 of a Share of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock of the Company 49446R 687/ US49446R6870 $92,422,950 $50.00 $62.00 per Security (2) (1) As used herein, the term " Liquidation Preference " for a Security means an amount equal to the product of the liquidation preference for a share of Class N Preferred Stock ($50,000.00 per share) and the fractional interest in such share of Class N Preferred Stock that such Security represents (1/1,000). For each Security, the Liquidation Preference is $50.00 plus accrued and unpaid dividends, if any, per Security. (2) Plus accrued and unpaid dividends, if any, for the period from and including the last dividend payment date, to, but not including, the Settlement Date (as defined below). The consideration for each Security tendered and accepted for purchase will equal $62.00, plus accrued and unpaid dividends, if any, for the period from and including the last dividend payment date, to, but not including, the Settlement Date (the "Offer Price"). We have declared a quarterly dividend on the Class N Preferred Stock (the "Declared Dividend") to be paid on January 15, 2025 (the "Dividend Payment Date") to shareholders of record on January 2, 2025 (the "Dividend Record Date"). Holders of Securities who validly tender their Securities (and whose Securities are accepted for purchase by the Company) in the Offer will receive accrued and unpaid dividends, if any, for the period from and including the last dividend payment d

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View this DEF 14A filing on SEC EDGAR